[8-K] NXP Semiconductors N.V. Reports Material Event

Rhea-AI Filing Summary

NXP Semiconductors and certain issuers entered an underwriting agreement to sell an aggregate $1.5 billion of senior unsecured notes in three tranches: $500,000,000 of 4.300% Senior Notes due 2028, $300,000,000 of 4.850% Senior Notes due 2032 and $700,000,000 of 5.250% Senior Notes due 2035. The notes will be senior unsecured obligations of the issuers and guaranteed on a senior unsecured basis by NXP. The offering was made under the issuers' and the company's Form S-3ASR (Registration No. 333-289512) and was expected to close on August 19, 2025, subject to customary closing conditions. The underwriting agreement includes customary representations, indemnities and covenants and names Barclays, Goldman Sachs, J.P. Morgan, PNC and UBS as lead representatives.

Positive

• $1.5 billion total proceeds raised across three maturities provides sizable financing capacity
• Notes are staggered with maturities in 2028, 2032 and 2035, diversifying debt profile by tenor
• Offered under an effective Form S-3ASR (Reg. No. 333-289512), enabling streamlined public offering
• Underwriting led by major banks (Barclays, Goldman Sachs, J.P. Morgan, PNC, UBS) indicating market support

Negative

• None.

Insights

Debt Capital Markets Specialist

TL;DR: NXP secured $1.5B in senior unsecured notes across three maturities, providing near-term funding while extending debt maturities.

The offering sizes and staggered maturities indicate a multi-tranche debt raise totaling $1.5 billion. Interest coupons range from 4.300% to 5.250%, reflecting cost of borrowing for each tenor. The notes are senior unsecured and guaranteed by the parent, consistent with typical corporate debt structures for flexibility on collateral. Use of an automatic shelf registration (Form S-3ASR) and well-known lead managers suggests streamlined execution. Materiality to investors stems from the added debt on the balance sheet and the fixed interest obligations established through 2035.

Corporate Governance & Legal Counsel

TL;DR: The underwriting agreement contains customary indemnities and covenants; closing subject to standard conditions.

The filing explicitly states the company and issuers agreed to indemnify underwriters for certain liabilities and to contribute to payments if required under the Securities Act. The agreement contains customary representations, warranties and covenants, and the offering relies on an effective S-3ASR registration (No. 333-289512). These legal features are routine for public debt offerings and disclose the allocation of liability and closing mechanics without unusual contractual terms disclosed in this excerpt.

NL false 0001413447 0001413447 2025-08-12 2025-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO RULE 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2025

NXP Semiconductors N.V.

(Exact name of Registrant as specified in charter)

Netherlands		001-34841		98-1144352
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification number)

High Tech Campus 60 Eindhoven The Netherlands				5656 AG
(Address of principal executive offices)				(Zip Code)

+31 40 2729999

(Registrant’s telephone number, including area code)

NA

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Number of each exchange on which registered
Common shares, EUR 0.20 par value		NXPI		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 12, 2025, NXP B.V., NXP Funding LLC, NXP USA, Inc. (the “Issuers”) and NXP Semiconductors N.V. (the “Company”) executed and delivered an underwriting agreement (the “Underwriting Agreement”), by and among the Issuers, the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, PNC Capital Markets LLC and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), related to the public offering of $500,000,000 aggregate principal amount of 4.300% Senior Notes due 2028 (the “2028 Notes”), $300,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “2032 Notes”) and $700,000,000 aggregate principal amount of 5.250% Senior Notes due 2035 (the “2035 Notes” and, collectively with the 2028 Notes and the 2032 Notes, the “Notes”). The Notes will be senior unsecured obligations of the Issuers and will be guaranteed by the Company on a senior unsecured basis. The offer and sale of the Notes are expected to be completed on August 19, 2025, subject to customary closing conditions. Under the terms of the Underwriting Agreement, the Company and the Issuers have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains customary representations, warranties and covenants. The Notes were offered and sold pursuant to the Issuers’ and the Company’s automatic shelf registration statement on Form S-3ASR (Registration No. 333-289512), which was filed with the Securities and Exchange Commission and became effective on August 12, 2025.

The Company and the Issuers intend to use the net proceeds from the offering of the Notes to redeem the $500 million aggregate principal amount of outstanding dollar-denominated 5.350% senior unsecured notes due 2026 and the $750 million aggregate principal amount of outstanding dollar-denominated 3.875% senior unsecured notes due 2026, in accordance with the terms of the applicable indenture governing such notes, including all premiums, accrued interest and costs and expenses related to such redemptions. Pending such application, such proceeds and the excess net proceeds from the Notes will be temporarily held as cash and other short-term securities or used for general corporate purposes, which may include capital expenditures or short-term debt repayment.

The foregoing description of the Underwriting Agreement does not purport to be a complete summary of the parties’ rights and obligations under the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement. The Underwriting Agreement is filed as an exhibit to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

The following exhibits are attached with this current report on Form 8-K:

(d) Exhibits.

1.1		Underwriting Agreement, dated as of August 12, 2025, among the Issuers, the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, PNC Capital Markets LLC and UBS Securities LLC, as representatives of the underwriters named therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NXP Semiconductors N.V.
By:		/s/ Timonthy Shelhamer
Name:		Timothy Shelhamer
Title:		Senior Vice President and Chief Corporate Counsel

Date: August 18, 2025

FAQ

What debt instruments did NXP (NXPI) issue?

NXP and the issuers offered three tranches of senior unsecured notes: $500,000,000 4.300% due 2028, $300,000,000 4.850% due 2032, and $700,000,000 5.250% due 2035.

When was the offering expected to close?

The offer and sale of the notes were expected to be completed on August 19, 2025, subject to customary closing conditions.

Are the notes secured or guaranteed?

The notes are described as senior unsecured obligations of the issuers and are guaranteed by NXP on a senior unsecured basis.

Under what registration was the offering made?

The notes were offered and sold pursuant to the issuers' and the company's automatic shelf registration statement on Form S-3ASR (Registration No. 333-289512).

Who were the lead underwriters for the transaction?

The representatives of the underwriters named are Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, PNC Capital Markets LLC and UBS Securities LLC.